Please wait

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13D/A 0001853723 XXXXXXXX LIVE 1 Common Stock, $0.001 par value 09/29/2025 false 0001479419 483119202 KALA BIO, Inc. 1167 Massachusetts Avenue Arlington MA 02476 Sasha Keough (410) 800-7503 c/o SR One Capital Management, LP 985 Old Eagle School Road, Suite 511 Wayne PA 19087 Y SR One Capital Fund II Aggregator, LP WC N DE 0 411000 0 411000 411000 N 5.5 PN Y SR One Capital Partners II, LP AF N DE 0 411000 0 411000 411000 N 5.5 PN 0001853723 N SR One Capital Management, LLC AF N DE 0 411000 0 411000 N 5.5 OO Y Simeon George AF N X1 0 411000 0 411000 411000 N 5.5 IN Common Stock, $0.001 par value KALA BIO, Inc. 1167 Massachusetts Avenue Arlington MA 02476 This Amendment No. 1 ("Amendment No. 1") to Schedule 13D amends and supplements the statement on Schedule 13D originally filed on July 8, 2024 (the "Schedule 13D") relating to the Common Stock of the Issuer. Certain terms used but not defined in this Amendment No. 1 have the meanings assigned thereto in the Schedule 13D. Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported on the Schedule 13D. SR One Capital Fund II Aggregator, LP ("Aggregator"); SR One Capital Partners II, LP ("Partners II"); SR One Capital Management, LLC ("Parent"); and Simeon George, M.D. ("Dr. George"). Aggregator is directly controlled by its general partner, Partners II. Partners II is directly controlled by its general partner, Parent, and Dr. George controls Parent. Accordingly, each of Partners II, Parent and Dr. George may be deemed to have voting and dispositive power with respect to the Aggregator Shares (as defined below). The persons named in this Item 2 are referred to individually herein as a "Reporting Person" and collectively as the "Reporting Persons." The address of each Reporting Person for purposes of this filing is: c/o SR One Capital Management, LP, 985 Old Eagle School Road, Suite 511, Wayne, PA 19087. The principal business of Aggregator is to invest in and assist growth-oriented businesses. The principal business of Partners II is to act as the sole general partner of Aggregator. The principal business of Parent is to act as the sole general partner of Partners II and a number of affiliated partnerships with similar businesses. The principal business of Dr. George is to manage Parent. During the five years prior to the date hereof, none of the Reporting Persons has been convicted in a criminal proceeding or has been a party to a civil proceeding ending in a judgment, decree or final order enjoining future violations of, or prohibiting activities subject to, federal or state securities laws or finding any violation with respect to such laws. During the five years prior to the date hereof, none of the Reporting Persons has been convicted in a criminal proceeding or has been a party to a civil proceeding ending in a judgment, decree or final order enjoining future violations of, or prohibiting activities subject to, federal or state securities laws or finding any violation with respect to such laws. Aggregator and Partners II are limited partnerships organized under the laws of the State of Delaware. Parent is a limited liability company organized under the laws of the State of Delaware. Dr. George is a United States citizen. Not applicable. Schedule A attached hereto as Exhibit 2 describes all transactions in the Issuer's Common Stock that were effected by the Reporting Persons during the past 60 days. Depending on market conditions and other factors, Aggregator and the other Reporting Persons may dispose of additional shares of the Issuer. Except as set forth above, none of the Reporting Persons has any present plans which relate to or would result in: (a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) Any material change in the present capitalization or dividend policy of the Issuer; (f) Any other material change in the Issuer's business or corporate structure; (g) Changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (j) Any action similar to any of those enumerated above. As of October 1, 2025, Aggregator is the record owner of 0 shares of Common Stock and has a right to acquire 411,000 shares of Common Stock upon conversion of the 4,110 shares of Series H Preferred (together, the "Aggregator Shares"). As the general partner of Aggregator, Partners II may be deemed to beneficially own the Aggregator Shares. As the general partner of Partners II, Parent may be deemed to beneficially own the Aggregator Shares. As the managing member of Parent, Dr. George may be deemed to beneficially own the Aggregator Shares. Each Reporting Person disclaims beneficial ownership of the Aggregator Shares other than those shares which such person owns of record. The percentage of outstanding shares of Common Stock which may be deemed to be beneficially owned by each Reporting Person is set forth on Line 13 of such Reporting Person's cover sheet. Such percentage was calculated based on 7,432,040 shares of Common Stock, which includes the sum of (i) 7,021,040 shares of Common Stock reported by the Issuer to be outstanding as of August 7, 2025, on the Issuer's Form 10-Q filed with the Securities Exchange Commission on August 8, 2025 and (ii) the number of shares of Common Stock underlying the Series H Preferred such Reporting Person is deemed to beneficially own (taking into account the Beneficial Ownership Limitation). (i) sole power to vote or to direct the vote: See line 7 of cover sheets (ii) shared power to vote or to direct the vote: See line 8 of cover sheets (iii) sole power to dispose or to direct the disposition: See line 9 of cover sheets (iv) shared power to dispose or to direct the disposition: See line 10 of cover sheets On September 29, 2025, Aggregator completed open market sales as part of a series of public sales whereby Aggregator sold in the aggregate 598,940 shares of Common Stock. Schedule A attached hereto as Exhibit 2 describes all open market sales of the Issuer's Common Stock that were effected during the past 60 days by the Reporting Persons. No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, Common Stock beneficially owned by any of the Reporting Persons. Not applicable. Not applicable. Exhibit 1 - Agreement regarding filing of joint Schedule 13D. Exhibit 2 - Schedule A: Transactions during the past 60 days. Exhibit 3 - Power of Attorney regarding filings under the Securities Exchange Act of 1934, as amended. SR One Capital Fund II Aggregator, LP /s/ Sasha Keough Sasha Keough, as attorney-in-fact for Simeon George, M.D., Managing Member 10/01/2025 SR One Capital Partners II, LP /s/ Sasha Keough Sasha Keough, as attorney-in-fact for Simeon George, M.D., Managing Member 10/01/2025 SR One Capital Management, LLC /s/ Sasha Keough Sasha Keough, as attorney-in-fact for Simeon George, M.D., Managing Member 10/01/2025 Simeon George /s/ Sasha Keough Sasha Keough, as attorney-in-fact for Simeon George, M.D. 10/01/2025 This Amendment No. 1 to Schedule 13D was executed by Sasha Keough on behalf of the individuals listed above pursuant to a Power of Attorney a copy of which is attached as Exhibit 3.